U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSBAMENDMENT NO. 1

(Mark One)

[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIESEXCHANGE ACT OF 1934

For the quarterly period ended:	September 30, 2003

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIESEXCHANGE ACT OF 1934

For the transition period from ___ to ____

Commission file number 0-17232

SURE TRACE SECURITY CORPORATION(Exact name of small business issuer as specified in its charter)



|UTAH                                                          | 84-0959153                      
|------------------------------------------------------------- | --------------------------------
|(State or other jurisdiction ofincorporation or organization) | (IRS EmployerIdentification No.)

1530 9th Ave S.E., Calgary, Alberta Canada T2G 0T7(Address of principal executive offices)

(403) 693-8014(Issuer's telephone number)

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X	No

State the number of shares outstanding of each of the issuer's classes of common equity, as of the last practicable date:

50,550,924shares of common stock, $0.001 par value per share, as of November 7, 2003.

Transitional Small Business Disclosure Format (check one):	Yes  No X

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The unaudited condensed financial statements accompanying this Quarterly Report for the period ended September 30, 2003, starting on page F-1, have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-QSB and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the nine month periods ended September 30, 2003 and 2002 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. For further information refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2002.

2

Sure Trace Security Corp.ConsolidatedFinancial StatementsSeptember 30, 2003(Unaudited)

3

|Contents                                           | Page       
|-------------------------------------------------- | -----------
|Consolidated Balance Sheet                         | F-1        
|Consolidated Statement of Operations               | F-2        
|Consolidated Statement of Cash Flows               | F-3        
|Consolidated Statement of Stockholders' Deficiency | F-4        
|Notes to the Consolidated Financial Statements     | F-5        
|                                                   | F-5 to F-12

4



|Sure Trace Security Corp.
Consolidated Balance Sheet(Expressed in US Dollars) |   |                              |   |                         
|----------------------------------------------------------------------------- | - | ---------------------------- | - | ------------------------
|                                                                              |   | September 30
2003(unaudited) |   | December 312002(audited)
|Assets                                                                        |   |                              |   |                         
|Current                                                                       |   |                              |   |                         
|Cash                                                                          | $ | 2,936                        | $ | -                       
|Receivables                                                                   |   | 20,562                       |   | -                       
|                                                                              |   | 23,498                       |   | -                       
|                                                                              |   |                              |   |                         
|Capital assets (Note 4)                                                       |   | 64,752                       |   | -                       
|Prepaid deposits                                                              |   | 23,998                       |   | -                       
|Goodwill (Note 3)                                                             |   | 803,764                      |   | -                       
|                                                                              |   |                              |   |                         
|                                                                              | $ | 916,012                      | $ | -                       
|Liabilities                                                                   |   |                              |   |                         
|Current                                                                       |   |                              |   |                         
|Accounts payable                                                              | $ | 752,802                      | $ | 252,552                 
|Accrued liabilities                                                           |   | 166,513                      |   | 158,467                 
|Due to related parties (Note 5)                                               |   | 36,368                       |   | 45,112                  
|Notes payable (Note 6)                                                        |   | 293,009                      |   | 259,926                 
|                                                                              |   | 1,248,692                    |   | 716,057                 
|                                                                              |   |                              |   |                         
|Stockholders' Deficiency                                                      |   |                              |   |                         
|Capital stock (Note 8)                                                        |   |                              |   |                         
|Authorized:                                                                   |   |                              |   |                         
|500,000,000	common shares of $0.001 par value                                 |   |                              |   |                         
|10,000,000	preferred shares of $0.001 par value                               |   |                              |   |                         
|Issued:                                                                       |   |                              |   |                         
|50,120,924	common shares (2002 - 108,755,262)                                 |   | 50,120                       |   | 108,755                 
|Nil	preferred shares (2002 - 1,000,000)                                       |   | -                            |   | 33,334                  
|Additional paid-in capital                                                    |   | 8,092,877                    |   | 5,439,659               
|Subscriptions receivable                                                      |   | (97,332)                     |   | (97,332)                
|                                                                              |   | 8,045,665                    |   | 5,484,416               
|Deficit                                                                       |   | (8,361,064)                  |   | (6,200,473)             
|Accumulated comprehensive income                                              |   | (17,281)                     |   | -                       
|                                                                              |   | (332,680)                    |   | (716,057)               
|                                                                              |   |                              |   |                         
|                                                                              | $ | 916,012                      | $ | -                       
|                                                                             

See accompanying notes to the financial statements.

F-1

|Sure Trace Security Corp. 
Consolidated Statement of Operations(Expressed in US Dollars)(Unaudited)
|---------------------------------------------------------------------------------------------------
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                   
|Sales                                                                                              
|Cost of sales                                                                                      
|                                                                                                   
|Gross profit                                                                                       
|                                                                                                   
|Expenses                                                                                           
|Advertising                                                                                        
|Depreciation and amortization                                                                      
|Consulting                                                                                         
|Equipment rental                                                                                   
|General and administration                                                                         
|Office                                                                                             
|Professional fees                                                                                  
|Promotion                                                                                          
|Transportation                                                                                     
|Travel                                                                                             
|Wages and benefits                                                                                 
|Total expenses                                                                                     
|                                                                                                   
|Net loss from continuing                                                                           
|operations                                                                                         
|                                                                                                   
|Discontinued operations:                                                                           
|Loss from operations of Expanded                                                                   
|Systems Inc. and Cormax Business                                                                   
|Solutions Ltd.                                                                                     
|                                                                                                   
|Loss on disposal of Expanded                                                                       
|Systems Inc. and Cormax Business                                                                   
|Solutions Ltd.                                                                                     
|                                                                                                   
|Net loss                                                                                           
|Weighted average number of shares outstanding                                                      
|Net loss per share - basic and diluted                                                             

See accompanying notes to the financial statements.

F-2

|Sure Trace Security Corp.
Consolidated Statement of Cash Flows(Expressed in US Dollars)(Unaudited)
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|                                                                                                  
|                                                                                                  
|Cash flows derived from (applied to)
Operating                                                    
|Net loss                                                                                          
|Depreciation and amortization                                                                     
|Foreign exchange                                                                                  
|Stock issued for services                                                                         
|Stock issued in lieu of debt                                                                      
|Changes in non-cash operating working capital                                                     
|Accounts receivable                                                                               
|Inventory and contract in progress                                                                
|Accounts payable                                                                                  
|Accrued liabilities                                                                               
|                                                                                                  
|Financing                                                                                         
|Capital stock issued for cash                                                                     
|Due to related parties                                                                            
|Proceeds from notes payable - net                                                                 
|Line of credit                                                                                    
|Capital stock issued for options                                                                  
|                                                                                                  
|Investing                                                                                         
|Purchase of investments                                                                           
|Prepaid deposits                                                                                  
|Capital expenditures                                                                              
|Cash acquired in acquisition (Note 3)                                                             
|                                                                                                  
|Net increase (decrease) in cash                                                                   
|Cash, beginning of period                                                                         
|                                                                                                  
|Cash, end of period                                                                               
|                                                                                                  
|Supplemental information:                                                                         
|Cash paid for interest                                                                            
|                                                                                                  
|Non-cash investing and financing activities:                                                      
|Preferred shares issued to acquire all of the issued and                                          
|outstanding shares of Identex                                                                     
|Capital stock issued on the conversion of preferred shares                                        

See accompanying notes to the financial statements.

F-3

|Sure Trace Security Corp.
Consolidated Statement of Stockholders' Deficiency(Expressed in US Dollars)From inception to September 30, 2003(Unaudited)
|----------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|Common stock issued for cash                                                                                                                        
|                                                                                                                                                    
|Common stock issued for cancellation of debt                                                                                                        
|                                                                                                                                                    
|                                                                                                                                                    
|Common stock issued for services                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|Common stock issued for subsidiary                                                                                                                  
|                                                                                                                                                    
|Warrants                                                                                                                                            
|                                                                                                                                                    
|Stock dividend                                                                                                                                      
|                                                                                                                                                    
|                                                                                                                                                    
|Preferred stock issued for cash                                                                                                                     
|                                                                                                                                                    
|Net loss for the period from inception to December 31, 2002                                                                                         

|Balance                                                              |               |           |             |           |            |            |               |           |            
|-------------------------------------------------------------------- | ------------- | --------- | ----------- | --------- | ---------- | ---------- | ------------- | --------- | -----------
|December 31, 2002                                                    | 108,755,262   | 108,755   | 1,000,000   | 33,334    | 5,439,659  | (97,332)   | (6,200,473)   |           | (716,057)  
|                                                                     |               |           |             |           |            |            |               |           |            
|                                                                     |               |           |             |           |            |            |               |           |            
|                                                                     |               |           |             |           |            |            |               |           |            
|Preferred stock issued for subsidiary (Note 3)                       | -             |           | 1,000,000   | 801,000   | -          | -          | -             |           | 801,000    
|                                                                     |               |           |             |           |            |            |               |           |            
|Exchange of preferred stock for common stock                         | 356,000,000   | 356,000   | (2,000,000) | (834,334) | 478,334    | -          | -             |           | -          
|                                                                     |               |           |             |           |            |            |               |           |            
|                                                                     |               |           |             |           |            |            |               |           |            
|Reverse share split at 15:1                                          | (433,771,577) | (433,772) | -           | -         | 433,772    | -          | -             |           | -          
|                                                                     |               |           |             |           |            |            |               |           |            
|Common stock issued for cash                                         | 4,723,651     | 4,724     | -           | -         | 287,543    | -          | -             |           | 292,267    
|                                                                     |               |           |             |           |            |            |               |           |            
|Common stock issued for services                                     |               |           |             |           |            |            |               |           |            
|                                                                     | 10,528,666    | 10,528    |             |           | 1,129,954  |            |               |           | 1,140,482  
|                                                                     |               |           |             |           |            |            |               |           |            
|Options exercised                                                    | 3,884,922     | 3,885     |             |           | 323,615    | -          |               |           | 327,500    
|                                                                     |               |           |             |           |            |            |               |           |            
|Change in foreign currency translation adjustment                    | -             | -         | -           | -         | -          | -          | -             | (17,281)  |            
|                                                                     |               |           |             |           |            |            |               |           |            
|Net loss for the period for the nine months ended September 30, 2003 | -             | -         | -           | -         | -          | -          | (2,160,591)   |           |            
|Comprehensive loss                                                   |               |           |             |           |            |            |               |           | (2,177,872)
|September 30, 2003                                                   | 50,120,924    | $ 50,120  | $ -         | $ -       | $8,092,877 | $ (97,332) | $ (8,361,064) | $(17,281) | $ (332,680)

See accompanying notes to the financial statements.

F-4

|1.	Operations and going concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Cormax Business Solutions, Inc. (the "Company") was incorporated July 22, 1983 under the laws of Utah for the purpose of obtaining capital to seek potentially profitable business opportunities. Since inception, the Company has been engaged in several different organizational activities. In 1997, the Company acquired two entities: Watchout, a California corporation, and Goldpoint International, a limited liability company. In November of 1998, the corporation changed its name to Watchout! Inc. In February 2001, the Company changed its name to Cormax Business Solutions, Inc. In March 2001, the Company purchased all of the issued and outstanding stock of Expanded System Solutions, Inc. (ESSI). ESSI is engaged in the installation of networking and communication facilities and a reseller of networking and communication equipment. On January 29, 2003, the Company acquired all of the issued and outstanding shares of Identification Technologies Inc. ("Identex") (Note 3). Immediately following the acquisition of Identex, the Company changed its name to Sure Trace Security Corporation. In June 2003, Identification Technologies Inc. changed its name to I.D.OLOGY Laboratories Inc.("I.D.OLOGY").
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|These financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.The Company has incurred significant operating losses over the last two years, has a working capital deficiency of $1,225,194, a stockholders' deficiency of $332,680 and has yet to secure significant sales.The Company's continued existence is dependent upon its ability to continue to raise capital and achieve profitable operations. It is management's intention to continue to pursue market acceptance for its product and identify alternate equity funding sources until such time that there is sufficient operating cash flow to fund operating requirements.                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|The Company has raised and management feels will continue to raise sufficient capital on a monthly basis to fund the Company's operating requirements. There can be no assurance that such capital will be successfully obtained. Should the Company not be able to raise sufficient capital, it will need to reduce expenses and/or curtain operations accordingly. As described in Note 9, subsequent to September 30, 2003 the Company entered into a stock purchase agreement for an aggregate price of $25,000,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|If the going concern assumption were not appropriate for these financial statements, then adjustments would be necessary in the carrying values of assets and liabilities, the reported revenues and expenses and the balance sheet classifications used.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-5

|2.	Summary of significant accounting policies                                                                                                            
|---------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                         
|Basis of presentation                                                                                                                                    
|                                                                                                                                                         
|These financial statements are presented in U.S. dollars and in accordance with accounting principles generally accepted in the United States of America.

|The consolidated balance sheets as of September 30, 2003 and December 31, 2002, the consolidated statements of operations for the nine month and three month periods ended September 30, 2003 and 2002 and the consolidated statements of cash flows for the nine months and three month periods ended September 30, 2003 and 2002, have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in cash flows as of September 30, 2003 and for the nine month and three month periods ended September 30, 2003 and 2002 have been made.
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2002 Form 10-KSB filed with the Securities and Exchange Commission, Washington, D.C. 20549. The results of operations for the nine month periods ended September 30, 2003 and 2002 are not necessarily indicative of the operating results for the full year.                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Principles of consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Expanded Systems Solutions Inc. and I.D.OLOGY Laboratories Inc., both incorporated under the Company Act of the Province of Alberta, Canada. As of January 29, 2003 the results of operations of I.D.OLOGY Laboratories Inc. are included in the Company's financial statements. All material intercompany accounts and transactions have been eliminated subsequent to its acquisition.                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Foreign currency translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|The Company considers the Canadian dollar its functional currency. Monetary assets and liabilities are translated at the exchange rate in effect at the balance sheet date and non-monetary assets and liabilities at the exchange rates in effect at the time of the acquisition or issue. Revenue and expenses are translated at rates in effect at the time of the transactions. Resulting translation gains and losses are accumulated in a separate component of shareholder's equity.                                                                                                                                                                                                                       
|Capital assets are recorded at cost and depreciated using the declining balance method. The rate of depreciation used for office and computer equipment is 30%, the office furniture and fixtures is 20%, and 100% for computer software..
(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                            

F-6

|2.	Summary of significant accounting policies(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Use of estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Goodwill                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|The Company accounts for goodwill in accordance with Statement of Accounting Standard No. 142 "Goodwill and Other Intangible Assets". Goodwill is not amortized and is subject to annual impairment testing, which compares the carrying value to the fair value and when appropriate, the carrying value of these assets is reduced to the fair value.                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Financial instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|The Company has various financial instruments that include cash, accounts receivable, accounts payable, accrued liabilities, amounts due to related parties and loans payable. It was not practicable to determine the fair value of the amounts due to related parties or the loans payable due to their uncertain repayment terms. The carrying values of all other financial instruments approximates their fair value due to their relatively short period to maturity.                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Deferred income taxes result from significant carry forwards and temporary differences between the tax basis of an asset or liability and its reported amount in the financial statements that will result in taxable or deductible amounts in future periods. Deferred tax assets or liabilities are determined by applying presently enacted tax rates and laws. A valuation allowance is required when it is more likely than not that some portion or all of the deferred tax asset will not be realized.                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Net loss per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|The Company reports basic and diluted loss per share. Basic loss per share is computed by dividing net loss by the weighted average number of outstanding shares of common stock. Diluted earnings per share is computed by dividing net loss by the weighted average number of shares adjusted for the potential dilution that could occur if stock options, warrants and other convertible securities were exercised or converted into common stock. For all periods presented, all outstanding warrants were anti-dilutive.
(continued)

F-7

|2.	Summary of significant accounting policies(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Recent accounting pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|In May 2003, the FASB issued Statement No. 150 (FAS 150), "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." FAS 150 establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope a liability (or an asset in some circumstances) because that financial instrument embodies an obligation of the issuer. This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. Adoption of FAS 150 is not expected to have a material effect on the Company's financial statements.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3.		Acquisition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|On January 29, 2003, the Company agreed to acquire all of the issued and outstanding shares of I.D.OLOGY Laboratories Inc.("I.D.OLOGY"),formerly Identification Technologies Inc.("Identex"), an Alberta corporation with its principal offices located in Kelowna, British Columbia, Canada, in exchange for 1,000,000 Series B preferred shares of common stock in the Company. Immediately following the closing of the Acquisition, the shareholders of I.D.OLOGY converted their shares of Series B Preferred Stock into 178,000,000 shares of the Company's Class A Common Stock.                                                                                                                                                                                                                                                                                                   



|Net identifiable assets acquired:   |   |         
|----------------------------------- | - | --------
|Cash                                | $ | 11,242  
|Receivables and prepaids            |   | 12,397  
|Capital assets                      |   | 64,658  
|Goodwill                            |   | 803,764 
|Payables and accruals               |   | (62,668)
|Due to shareholders                 |   | (7,297) 
|Debt                                |   | (21,096)
|                                    |   |         
|Value of net assets acquired        | $ | 801,000 
|                                    |   |         
|Consideration                       |   |         
|                                    |   |         
|1,000,000 Series B preferred shares | $ | 801,000 

F-8

|4. Capital assets                                                                                                                                                      |              | September 30 | December 31
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------ | ------------ | -----------
|                                                                                                                                                                       |              | 2003         | 2002       
|                                                                                                                                                                       |              |              |            
|                                                                                                                                                                       | Accumulated  | Net          | Net        
|                                                                                                                                                                       |              | Cost         |            
|                                                                                                                                                                       |              |              |            
|Computer software                                                                                                                                                      | $            | 949          | $          
|Computer equipment                                                                                                                                                     |              | 9,350        |            
|Office furniture and fixtures                                                                                                                                          |              | 4,199        |            
|Office equipment                                                                                                                                                       |              | 66,033       |            
|                                                                                                                                                                      
|                                                                                                                                                                       | $            | 80,531       | $          
|                                                                                                                                                                      
|5.		Due to related parties                                                                                                                                            
|                                                                                                                                                                      
|At September 30, 2003 and December 31, 2002 the following balances with shareholders or companies controlled by certain officers and/or shareholders were outstanding:
|                                                                                                                                                                      
|                                                                                                                                                                       | September 30 | December 31 
|                                                                                                                                                                       | 2003         | 2002        
|                                                                                                                                                                       |              |              |            
|Due to Ingenuity Marketing (2000) Inc.                                                                                                                                 | $            | 2,539        | $          
|Due to M. Reinhold                                                                                                                                                     |              | 20,409       |            
|Due to D. Horner                                                                                                                                                       |              | 13,420       |            
|Due to T. Violette                                                                                                                                                     |              | -            |            
|                                                                                                                                                                      
|                                                                                                                                                                       | $            | 36,368       | $          
|                                                                                                                                                                      
|These balances bear no interest, are unsecured and have no fixed terms of repayment.                                                                                  

F-9

|6.		Notes payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Note payable to individual, 12% interest,due on demand, secured by an assignmentof contract rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Note payable to individual, 12% interest,due on demand, secured by an assignmentof contract rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Note payable to individual, 12% interest,due on demand, secured by an assignmentof contract rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Malcap Investments Ltd., 8% interest onlypayable quarterly, due on demand                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Spring Point Management, due on demand                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|On December 23, 2002, the Company entered into a Settlement and Release Agreement (the "Settlement Agreements") with each of the following parties: John Bader, Wayne E. Williams and JAGI Capital Group, Inc., a corporation organized under the laws of the State of Virginia. The Settlement Agreements were entered into to fully settle the litigation brought in the Tarrant County District Court in the State of Texas entitled John Bader, Wayne E. Williams and JAGI Capital Group vs. Watchout! Inc. and David Galoob and Robert Galoobfor $259,926 plus interest accrued to December 31, 2002.
Pursuant to the terms of the Settlement Agreements, the Company was to pay an aggregate of $22,500 to the plaintiffs on February 15, 2003 and another $22,500 on March 30, 2003. The Company has not made any portion of these payments. The Company is also obligated under the Settlement Agreements to issue to plaintiffs Bader and Williams such shares of its common stock that has a value of $230,000 and issue to plaintiff JAGI Capital Group 250,000 purchase warrants giving JAGI the right to purchase 250,000 shares of the Company's common stock. The price of the shares to be issued to Bader and Williams and the purchase price for the warrants issued to JAGI are each to be equal 75% percent of the lowest market value of the Company's stock as of specific events. The Company is obligated to register the shares to be issued to Bader and Williams and the shares underlying the warrants issued to JAGI in a Registration Statement with the U.S. Securities and Exchange Commission by February 28, 2003. As of the date of this filing, the Company has not filed such registration statement.

F-10

|6.	Notes payable(continued)                                                                                                                                                                                                                                                                                                                                                                                                        
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Despite the fact that the Company has not made the cash payments or filed the registration statement as required under the Settlement Agreements, the plaintiffs have not taken further action against the Company. The Company's President has received verbal commitments from each of Bader, Williams and JAGI that they will forego any further action against the Company while the Company is attempting to locate financing.

|The loan from Malcap Investments Ltd., a company owned by shareholders of the Company, was renegotiated during the year. The loan is now unsecured and due on demand and therefore, is classified as a current liability.
The loan from Spring Point Management is past due and therefore classified as a current liability.                                                                                                         
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7.	Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                     
|The potential tax benefits of the losses carried forward offset by a valuation allowance of the same amount as it is not more likely than not that the losses carried forward will be utilized before their expiry.                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                     
|8.	Capital stock                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                     
|On January 29, 2003, the 1,000,000 preferred shares were issued as consideration for the outstanding shares of Identification Technologies Inc. 2,000,000 preferred shares were then exchanged for 356,000,000 common shares. Also on that date, all of the issued and outstanding common shares were rolled-back on a 15:1 basis. After these transactions, there were 30,983,685 common shares and no preferred shares outstanding.
|                                                                                                                                                                                                                                                                                                                                                                                                                                     
|During the period, 4,723,651 common shares were issued for cash consideration of $292,267 and 10,528,666 common shares were issued for services provided to the company. Also, during the period 3,884,922 common shares were issued as a result of the exercising of stock options.                                                                                                                                                 

F-11

|9.	Subsequent event                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|On October 1, 2003, the company entered into a stock purchase agreement with Can-West Venture Capital Inc.("the Purchaser"), an Alberta corporation. Under the terms of the agreement, the Purchaser has agreed to purchase 39,450,319 shares of the company's common stock at a price of $0.63371 per share, for an aggregate purchase price of $25,000,000. The securities are "restricted" as that term is defined in Rule 144 under the United States Security Act of 1933. With respect to this transaction, the Company has also agreed to a price guarantee. The price guarantee stipulates that the securities purchased will have a minimum value equal to 150% of the purchase price on the first anniversary of the agreement (October 1, 2004), and have a minimum value equal to 300% of the purchase price on the second anniversary of the agreement (October 1, 2005). Should these minimum values not be achieved, the Company has agreed to issue additional shares of its common stock to the Purchaser so that the securities purchased and additional shares equal the minimum values established.

F-12

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

Certain information in this report, including the following discussion, may include forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Sure Trace Security Corporation (referred to as the "Company" and "Sure Trace") intends the disclosure in these sections and throughout this report on Form 10-QSB to be covered by the safe harbor provisions for forward-looking statements. All statements regarding Sure Trace's (the "Company") expected financial position and operating results, its business strategy, its financing plans, and the outcome of any contingencies are forward-looking statements. These statements can sometimes by identified by the Company's use of words such as "may", "believe", "plan", "will", "anticipate", "estimate", "expect", "intend", and other phrases of similar meaning. Known and unknown risks, uncertainties and other factors could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and was derived using numerous assumptions.

Plan of Operation

At present, based on current operations, the Company does not have sufficient cash and liquid assets to satisfy its cash requirements on a monthly basis. The Company will have to raise additional capital funds during the next twelve months to meet its operational needs and plans for growth. See "Liquidity & Capital Resources - Liquidity" below in this Item 2. While the Company does generate income from the operations of its wholly-owned subsidiary, Identification Technologies Inc., (now called I.D.OLOGY Laboratories Inc.) these proceeds are not sufficient to meet the Company's current monthly overhead.

The Company's operational plans call for the expenditure of approximately $700,000 over the next twelve months on ongoing sales and marketing, technical support, including salaries paid to employees and consultants. The Company does not intend to participate in any further research and development.

During the quarter ended September 30, 2003, Mr. Grahame Entwistle was named the Company's President and Ms. A. Caroline Banks was appointed Chief Financial Officer of Sure Trace. Mr. Peter Leeuwerke remains as Chief Executive Officer of the Company.

The Company anticipates that its subsidiary, I.D.OLOGY Laboratories, Inc., will hire an additional 12 employees during the upcoming twelve months. If the Company is not successful in its financing plans as described above, it will not be able to hire these employees.

Results of Operations

Comparison of quarters ended September 30, 2003 and 2002

<R>For the nine month periods ended September 30, 2003 and September 30, 2002 Sure Trace incurred losses of $2,160,591 and $790,027, respectively. </R>

<R>For the three month period ended September 30, 2003 the Company's losses increased significantly as compared to the same three month period ended September 30, 2002 as a result of an increase primarily in consulting fees of $690,621, wages and benefits of $230,739, and professional fees of $59,807. The Company's total expenses for the nine months ended September 30, 2003 were $2,172,423, compared to total expenses of $659,963 for the same period from the previous year. These increased costs occurred primarily as a result of the operations of the Company's wholly owned subsidiary, I.D.OLOGY Laboratories Inc., which was acquired in January 2003. Additionally the Company expects wages and benefits, professional fees, travel, sales and marketing expenses, consulting fees and administrative expenses incurred during the current fiscal year to be substantially increased over figures reported for comparative periods from the fiscal year ended December 31, 2002 as a result of the continuing operations of I.D.OLOGY Laboratories Inc. and the ongoing costs which may be required by the parent to source additional financing.</R>

5

Gross profits to offset operating expenses decreased over the comparative periods ended September 30, 2003 and 2002 to $11,832 from $85,126. This decrease in revenues is primarily the result of the Company, in August 2002, ceasing the operations of the business reflected in its September 30, 2002 financial statements.

Liquidity and Capital Resources

Summary of Working Capital and Stockholders' Equity

As of September 30, 2003, Sure Trace had negative working capital of $1,225,194 and Stockholders' Deficiency of $332,680, compared with negative working capital of $716,057 and Stockholders' Deficiency of $716,057 as of December 31, 2002.

The decrease in Stockholders' Deficiency at September 30, 2003, as compared to the figures reported for the fiscal year ended December 31, 2002 is primarily due to the capital raised by the sale of common and preferred stock, capital raised from the exercise of stock options and common stock issued for services which has more than offset the loss from operations. As of September 30, 2003, the Company also had capital assets of $64,752, cash of $2,936, accounts receivable of $20,562 and prepaid deposits of $23,998, compared to no assets as of December 31, 2002. Such goodwill and other assets was partially offset by losses from operations incurred during the nine month period in the amount of $2,160,591, and an increase in liabilities to the amount of $1,248,692 over liabilities of $716,057 as of December 31, 2002. Financing activities during the nine month period resulted in an increase to notes payable to $293,009 from $259,926 as at the year ended December 31, 2002. The Company's accounts payables also increased to $752,802 as of September 30, 2003 from $252,552 as of December 31, 2002. This increase was also due to the operations of the Company's subsidiary I.D.OLOGY Laboratories Inc.

The majority of the Company's financing activities subsequent to September 30, 2003 have been by way of private investor's loans and subscriptions for shares of the Company's common stock.

Liquidity

The Company will require additional capital of up to $25 million over the next twenty-four (24) months to fully implement our business plan, which includes significant marketing efforts, expansion of our current market, development of new markets and acquisitions. To the date of this report the Company has been successful in raising funds required to meet our existing shortfall for the funding of our operations. Funds have been raised through private loans and equity financing. The Company anticipates revenues generated from the business of I.D.OLOGY Laboratories Inc. to cover the Company's operating expenses on an accrual basis commencing in January 2004 and on a cash flow basis commencing in April 2004. The realization of such revenues will reduce the requirement for additional funding to cover expenses associated with the Company's operations but will not be sufficient to expand the Company's operations. Moreover, we cannot be certain the Company will be successful in achieving revenues from those operations. Furthermore we cannot be certain that we will be able to raise any additional capital to fund our ongoing operations. The Company has entered into a Stock Purchase Agreement for the private place and sale of $25 million of its common stock. It is not known at this time if the purchaser will be able to fund and close on all or any portion of this private placement.

Sources of Working Capital

During the nine month period ended September 30, 2003, Sure Trace's primary sources of working capital have come from the net proceeds from the sale of 4,723,651 shares of common stock and the exercise of 3,884,922 stock options. A total of $619,767 was realized from such issuances. These proceeds were allocated to ongoing operations of the Company and I.D.OLOGY Laboratories, Inc.

6

Sure Trace has been identifying and reviewing potential acquisition candidates. As of this time, no letters of intent have been executed with any acquisition candidates. In the event of any acquisition, Sure Trace will most likely have to finance the acquisition with either additional equity or debt capital or through the issuance of additional shares of common stock.

ITEM 3. CONTROLS AND PROCEDURES

Report of Management's Responsibility

The Company's Chief Executive Officer and Chief Financial Officer have implemented the Company's disclosure controls and procedures to ensure that material information relating to the Company is made known to them. They have evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date (the "Evaluation Date") of this quarterly report.

Based on such evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to the Company that is required to be included in our reports filed or submitted under the Securities Exchange Act of 1934. Moreover, there were no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of such recent evaluation.

Prior to the filing date of this quarterly report, the Company had not adopted a complete set of written policies, controls and procedures. The Company is now developing such written document and expects that in the process of such undertaking it will discover internal control policies and practices that the Company should implement and follow that are not part of its current practice.

7

PART II - OTHER INFORMATION

ITEM 1. 	LEGAL PROCEEDINGS

Not Applicable

ITEM 2.	CHANGES IN SECURITIES

During the quarter ended September 30, 2003 the Company issued a total of 4,046,875 shares of its restricted Common Stock for aggregate proceeds of $212,812.50. Details respecting these issuances are as follows:

|Date of Issuance      | Issued to           | Amount    | Consideration                                                                             
|--------------------- | ------------------- | --------- | ------------------------------------------------------------------------------------------
|February 21, 2003 (1) | Kent Norris         | 1,562,500 | $100,000 ($0.06 per share)                                                                
|July 5, 2003          | Kent Norris         | 1,250,000 | $100,000 ($0.08 per share)                                                                
|July 5, 2003          | Arthur Charles Ruff | 156,250   | $5,000 ($0.032 per share)                                                                 
|July 5, 2003          | Arthur Charles Ruff | 78,125    | $7,812.50 ($0.10 per share)(2)                                                            
|July 5, 2003          | Darrel O'Shaunessey | 500,000   | Issued in connection with a possible acquisition of Mr. O'Shaunessey's company, LFI/Bestek
|July 5, 2003          | Daryl Regeir        | 100,000   | Issued as additional consideration for employment services                                
|July 5, 2003          | Doug Rice           | 100,000   | Issued for services rendered in respect of directorship                                   
|July 5, 2003          | Ryan Corley         | 100,000   | Issued for services rendered in respect of directorship                                   
|July 5, 2003          | Grahame Entwistle   | 100,000   | Issued for services rendered in respect of directorship                                   
|TOTALS                | -                   | 4,046,875 | $212,812.50                                                                               

(1)

(2)

Each of the above described sales of the common stock was exempt from registration pursuant to Rule 506 of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933. Neither the Company nor any person acting on its behalf offered or sold these securities by any form of general solicitation or general advertising. The shares sold are restricted securities and the certificates representing these shares have been affixed with a standard restrictive legend, which states that the securities cannot be sold without registration under the Securities Act of 1933 or an exemption therefrom. Each purchaser represented to the Company that he was purchasing the securities for his own account and not for the account of any other persons. Each purchaser was provided with written disclosure that the securities have not been registered under the Securities Act of 1933 and therefore cannot be sold without registration under the Securities Act of 1933 or an exemption therefrom.

8

ITEM 3.	DEFAULT UPON SENIOR SECURITIES

Not Applicable

ITEM 4. 	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable

ITEM 5.	OTHER INFORMATION

Not Applicable

ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K

a. Exhibits and Index of Exhibits - see Exhibit Index below

b. Reports on Form 8-K:

On September 15, 2003, the Company filed a Current Report on Form 8-K dated September 12, 2003 to report the completion of a private placement for US $25 million at an average equity investment of $0.63 per share, with Can-West Venture Capital Limited ("Can-West") whereby Can-West would acquire 39,450,319 restricted shares of Common Stock of the Company. At that time, the Company stated that upon the parties executing a definitive share purchase agreement, a copy of such agreement (the "Share Purchase Agreement") would be filed with the Securities and Exchange Commission as an exhibit to an amendment to the Form 8-K.

On October 3, 2003, the Company filed an amendment to a current report on Form 8-K announcing that the Share Purchase Agreement with Can-West Venture Capital Ltd. had been finalized. A copy of the Share Purchase Agreement was included with the amended report.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SURE TRACE SECURITY CORPORATION

Date: November 19, 2003



By:/s/ Peter LeeuwerkeName: Peter LeeuwerkeTitle: Chief Executive Officer



By:/s/ A. Caroline BanksName: A. Caroline BanksTitle: Chief Financial Officer

9

EXHIBIT INDEX

|Regulation S-B Exhibit # | Description                                                                                               | Reference                                                                                                         
|------------------------ | --------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------
|3.1                      | Articles of Incorporation                                                                                 | Incorporated by reference to Exhibits attached to Annual Report on Form 10-KSB for Fiscal Year ended June 30, 1986
|3.2                      | Bylaws of Registrant                                                                                      | Incorporated by reference to Exhibits attached to Annual Report on Form 10K for Fiscal Year ended June 30, 1986   
|3.3                      | Amendment to Articles of Incorporation                                                                    | Incorporated by reference to Exhibits attached to Form 8-K filed December 14, 1998                                
|3.4                      | Certificate of Amendment to Articles of Incorporation                                                     | Incorporated by reference to Exhibit 3 attached to Form 8-K/A dated January 29, 2003 and filed February 5, 2003   
|10.1                     | Share Purchase Agreement                                                                                  | Incorporated by reference to Exhibits attached to Form 8-K filed March 2000                                       
|10.2                     | Letter of Intent Inter national Mercantile Corp.                                                          | Incorporated by reference to Exhibits attached to Form 8-K filed March 2000                                       
|10.3                     | Stock Exchange Agreement                                                                                  | Incorporated by reference to Exhibits attached to Form 8-K filed September 2000                                   
|10.4                     | Share Purchase Agreement between the Registrant and Ingenuity Marketing (2000) Ltd. dated August 22, 2002 | Incorporated by reference to Exhibit 10.1 attached to Form 8-K filed September 3, 2002                            
|10.5                     | Stock Purchase Agreement dated October 1, 2003 between the Registrant and Can-West Venture Capital Ltd.   | Incorporated by reference to Exhibit 10.5 attached to Form 8K/A filed October 3, 2003.                            
|31                       | Rule 13a-14(a)/15d-14(a) Certification                                                                    | Filed herewith.                                                                                                   
|32                       | Section 1350 Certification                                                                                | Filed herewith.                                                                                                   

10